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S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
Entire Document
 

 

 

ARTICLE 17
PRESS RELEASES; USE OF NAMES

 

17.1                        Press Releases. The Parties agree that any initial public announcement of the execution of this Agreement shall be in the form of a mutual press release to be agreed upon by the Parties; provided, that the Parties shall also agree on the timing of such public announcement. After such press release is published, each Party shall be entitled to make or publish any public statement consistent with the contents thereof. Except as set forth in the preceding sentence, no press release, publicity or other form of public written disclosure related to this Agreement shall be permitted by either Party unless the other Party has indicated its consent to the form of the release in writing. This Section 17.1 shall not apply to any disclosure that is deemed necessary, in the reasonable judgment of the responsible Party, to comply with national, federal or state laws or regulations (including the rules and regulations of any national stock exchange on which such Party’s securities are traded).

 

17.2                        Use of Names. Neither Party shall make use of the name of the other Party in any advertising or promotional material, or otherwise, in connection with this Agreement or any related agreements, without the prior written consent of such other Party.

 

ARTICLE 18
TERM; TERMINATION

 

18.1                        Term; Option to Extend. Unless sooner terminated pursuant to the terms of this Agreement, the term of this Agreement shall commence on the Effective Date and shall continue until the later of (i) the third (3rd) anniversary of the Effective Date and (ii) the completion of all deliverables contemplated by the Project Plan and Exhibit B (such period during which this Agreement is in effect, the “Term”). The Parties may, by written agreement, extend the Term of this Agreement for an additional period of time.

 

18.2                        Scheduling and Rescheduling. The initial scheduling of LONZA production activities is set forth in the Project Plan. The Project Plan includes the “Suite Activation Date” (“Suite Activation Date”) which locks the target date for occupancy of this Project in the designated LONZA GMP suite or suites and dedicates LONZA resources and assets to meeting that date. If PROTEON requests to change the Suite Activation Date, LONZA will make all reasonable attempts to accommodate the request. In the event that this change would impact other projects scheduled for occupancy in the designated suite or suites, PROTEON’s Project may be delayed until an adequate time period is available in the schedule for the designated LONZA suite or suites and dedicated resources.

 

18.3                        Batch Cancellation. Stage 3 as described in the Project Plan may be cancelled by PROTEON upon written notification to LONZA (effective upon date of receipt by LONZA) under the following schedule and cancellation fees:

 

18.3.1              Cancellation for Convenience: The cancellation fee shall be a percentage of the total Stage 3 Price (where the total Stage 3 price is CHF [     ]* or as agreed otherwise in a Change Order), less any sums already received under the Project Plan in respect of Stage 3 at the time the cancellation fee is calculated. The applicable percentage shall be dependent on the period

 


* CONFIDENTIAL TREATMENT REQUESTED.  OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

 

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